<PAGE>

                                                                   Exhibit 10.28

                              PRODUCTION AGREEMENT

This Production Agreement ("this AGREEMENT") is executed February 14, 2006, and
is between PORTLAND BREWING COMPANY, an Oregon corporation ("PBC"), and PYRAMID
BREWERIES, INC., a Washington corporation ("PMID").

                                    RECITALS

A.   PMID is the owner, or licensee with right to sublicense, of the trademarks
     (the "Trademarks") and related trade names (the "Trade Names") set forth in
     Exhibit A hereto.

B.   PBC and PMID wish to enter into this Agreement and the other agreements
     referenced herein to memorialize the terms of the contract brewing
     relationship between the parties. This Agreement shall be effective as of
     August 1, 2004.

C.   PBC subleases from PMID under a lease effective August 1, 2004 (the
     "SUBLEASE") and operates a bonded brewing facility for which PBC holds all
     state and federal permits, licenses, and other entitlement necessary to
     carry out the purposes of this Agreement.

D.   PBC leases certain equipment necessary to carry out the purposes of this
     Agreement from PMID under an equipment lease effective August 1, 2004 (the
     "EQUIPMENT LEASE").

E.   PMID has agreed to provide to PBC the services of certain PMID employees to
     carry out labor required for production of beer under this Agreement,
     pursuant to a contract labor agreement effective August 1, 2004 (the
     "STAFFING AGREEMENT"), but PBC retains the right to hire or otherwise
     obtain its staff from any source of its choosing.

F.   PBC and PMID are parties to a Sublease (Alehouse) effective August 1, 2004
     (the "ALEHOUSE SUBLEASE").

G.   PBC and PMID are parties to a Restaurant Management Agreement effective
     August 1, 2004 (the "MANAGEMENT AGREEMENT").

H.   PMID has agreed to indemnify PBC from all liability arising from this
     Agreement and the other agreements referenced herein pursuant to the terms
     of an Indemnification Agreement dated February 14, 2006 (the
     "INDEMNIFICATION AGREEMENT").

I.   The parties desire that PBC produce to the specifications of PMID certain
     beers (the "PRODUCTS") and, under the Trade Names, to package and sell the
     Products under the Trademarks in accordance with the terms hereof.

                               TERMS & CONDITIONS

1.   Interests. This Agreement is intended only to form a commercial
     relationship, and nothing herein shall give PMID actual or legal control of
     any production premises of PBC or grant PMID any interest in PBC or in any
     license or permit held by PBC. PBC is entirely responsible for producing
     the Products, keeping all records required by law, labeling the Products
     with its address and its duly registered trade names, obtaining necessary
     label approvals and other authorizations as may be required to carry out
     the purposes of this Agreement, and for payment of excise taxes on the
     Products at the appropriate rates when due. PMID may acquire raw materials,
     packaging material, or other processing aids for the account of PBC, and
     title to all such materials will vest in PBC upon delivery to the brewery
     facility. At all times from


PRODUCTION AGREEMENT - 1

<PAGE>

     production until removal from PBC's premises or payment of excise taxes,
     PBC shall hold title to the Products.

2.   Termination.

     2.1 Termination: A party may terminate this Agreement for any reason upon
          180 days written notice to the other party.

     2.2 Termination Upon Change in Law: In the event that there is a change in
          applicable law or regulation or in the interpretation or application
          thereof by a court or other governmental agency that would
          substantially impair the economic benefit to a party of the
          relationship created by this Agreement, either party may terminate
          this Agreement with the consent of the other party upon 30 days
          written notice. A party's consent to a termination under this Section
          2.2 shall not be unreasonably withheld or delayed.

     2.3 Effect of Termination: Upon termination of this Agreement, PMID will no
          longer be required to fulfill its requirements for the Products in
          accordance with the terms of this Agreement, and PBC will no longer be
          required to produce PMID's requirements for the Products. All of the
          provisions of this Agreement providing for payment, credits or other
          consideration from one party to another, including Sections 10 and 11
          will survive the termination this Agreement.

3.   Recipes; raw materials. In producing the Products, PBC shall employ such
     recipes, consistent with law and good manufacturing practices and feasible
     under industry standards for first-quality handcrafted microbrew, as PMID
     or other proprietor of any of the Trademarks may specify in the exercise of
     its duty as trademark proprietor to establish the quality of products
     bearing the Trademarks. PBC shall use ingredients and processing aids
     specified or provided by PMID. Upon PMID's request, PBC shall execute, and
     cause its shareholders, directors, officers, agents, and/or employees to
     execute, reasonable and customary confidentiality agreements with respect
     to any such recipes as constitute trade secrets. PBC shall not, without
     prior written approval of PMID, use any recipe furnished hereunder for any
     purpose other than production of the Products pursuant to this Agreement.

4.   Facilities & equipment. PBC shall maintain and utilize all facilities,
     equipment, and processing aids and materials required to manufacture and
     pack the Products in accordance with good manufacturing practices and to
     perform customary laboratory work during and after processing, all within
     PBC's brewery premises at Portland, Oregon.

5.   Segregation of processed goods. PBC shall grant no security interests in
     the Products, shall not commingle any of the Products with any other malt
     beverages, shall clearly mark all containers of the Products at all times
     to indicate that the Products are produced for PMID, and shall promptly
     upon request execute such documents as PMID may deem necessary or
     convenient to memorialize the status of the products.

6.   Costs & expenses. PBC shall bear all expenses of producing, packing, and
     delivering the Products as provided herein. PMID may select and purchase,
     subject to reimbursement by PBC, any supplies, raw materials, processing
     aids, or other goods or services required for PBC to produce the Products
     to PMID's quality standards.

7.   Aesthetic decisions. PBC shall at all times continue to exercise actual and
     legal control of the bonded premises, shall be the sole producer of the
     Products at its premises, and shall have the


PRODUCTION AGREEMENT - 2

<PAGE>

     exclusive right to do any act upon the premises for which a brewer license
     or authorization letter is required. PBC agrees, to the extent consistent
     with the foregoing, to give effect to the aesthetic decisions of PMID and
     other proprietors of the Trademarks with respect to production and handling
     of the Products, and to give PMID and its representatives such access to
     the premises as may be required to carry out the purposes of this
     Agreement.

8.   Packaging materials. PBC will use only cases, cartons, containers, labels,
     closures, and related materials approved in advance or furnished by PMID in
     bottling and packing the Products. PBC will use such change parts provided
     by PMID for PBC's equipment as may be required to bottle and pack the
     Products as required hereby.

9.   Certain obligations.

     9.1. Access to premises: PMID may come upon the premises at reasonable
          times to examine and taste the Products and, in PMID's discretion, to
          conduct such tests and evaluations of the conditions of manufacture
          and storage as are consistent with good manufacturing practices.

     9.2. Standard of care: PBC shall conduct all its operations affecting the
          Products at all times in accordance with good manufacturing practices
          and with industry standards for hand-crafted top quality microbrew
          products. PBC shall be responsible for defects arising from acts or
          omissions of PBC occurring on the premises, regardless of when such
          defects become apparent.

     9.3. Quantities: PBC shall supply PMID's requirements for the Products, but
          shall not be required to add capacity to accommodate orders.

10.  Prices. PBC shall sell the Products to PMID or to such other lawful
     purchaser as may be designated by PMID at the prices specified by PMID, FOB
     PBC's dock in Portland, Oregon, in pallets meeting PMID's specifications,
     provided, that such prices shall be no less than:

     10.1. For the period from August 1, 2004 through December 31, 2005, PBC's
          cost of production as reported to Pyramid plus fifty cents ($0.50) per
          barrel.

     10.2. For the period from January 1, 2006 until expiration or earlier
          termination of this Agreement, the sum of:

          10.2.1. An amount equal to PBC's Costs of Production, as defined in
               Section 11 hereof and calculated in accordance with Section 12
               hereof, plus

          10.2.2. One dollar ($1.00) per barrel of beer produced hereunder and
               removed from PBC's said brewery premises at the instance of PMID,
               which sum shall be increased on January 1 of each year during the
               term hereof, beginning 2007, by three percent (3.0%) of the
               previous year's amount.

11.  Costs of Production. Costs of Production will include the following:

     11.1. all of PBC's actual costs incurred pursuant to the Sublease and the
          Alehouse Sublease;

     11.2. all of PBC's actual costs incurred pursuant to the Staffing
          Agreement;

     11.3. all of PBC's actual costs incurred pursuant to the Management
          Agreement;


PRODUCTION AGREEMENT - 3

<PAGE>

     11.4. All of PBC's actual costs incurred in procuring any raw materials,
          ingredients, packaging or other supplies required in the production of
          the Products;

     11.5. All of PBC's actual costs incurred in producing, packing, and
          delivering the Products as provided herein;

     11.6. all of PBC's actual costs incurred in connection with the application
          for and maintenance of any licenses, bonds, brewer's letters and any
          other governmental authorizations required to comply with applicable
          law to conduct the activities contemplated in this Agreement and the
          other agreements referenced herein, and any actual costs associated
          with any agency review, audit or other compliance procedure in
          connection with such licenses and authorizations;

     11.7. All of PBC's actual insurance costs incurred in connection with its
          activities contemplated in this Agreement, including (i) costs
          incurred in procuring any insurance policies (including without
          limitation, tort liability, products liability, workers' compensation,
          employment liability, premises liability, and dram shop liability)
          that PBC reasonably deems necessary to insure against any risk
          associated with PBC's conduct of business as contemplated herein; and
          (ii) deductible amounts and uninsured losses paid by PBC in connection
          with claims resulting from the activities contemplated in this
          Agreement.

     11.8. All of PBC's professional fees (including legal and accounting fees)
          attributable to the preparation, execution and administration of this
          Agreement and the other agreements referenced herein and the
          activities contemplated thereby, including all past and future
          professional fees incurred in connection with required compliance with
          the laws and administrative policies governing brewing activities
          after July 31, 2004;

     11.9. All of PBC's actual costs for the employment of and provision of
          benefits to its staff other than those provided under the Staffing
          Agreement in order to carry out the activities contemplated in this
          Agreement;

     11.10. All of PBC's costs incurred in connection with sales and
          administration as set forth in Section 18 hereof;

     11.11. All of the Trademark License fees set forth in Section 20.2 hereof;

     11.12. All excise taxes and other taxes assessed on the Products; and

     11.13. Such other out of pocket expenses that PBC may reasonably incur from
          time to time in connection with this Agreement and the other
          agreements referenced herein.

12.  Accounting. Costs of Production will be calculated by PBC on a monthly
     basis using sound accounting principles, consistently applied, and PBC will
     present an itemized accounting to PMID (with documentation supporting the
     calculations) on the fifth business day of each month. If PMID disputes the
     accounting or calculations provided by PBC within three business days of
     receipt, PMID may engage, at PMID's sole expense, a neutral third-party
     independent certified public accounting firm ("INDEPENDENT CPA") to review
     PBC's calculations and make a determination as set forth in this Section
     12. In the event that such Independent CPA conclusively determines that
     PBC's calculations contain material errors, the Independent CPA will
     recalculate PBC's Costs of Production for the disputed monthly period using
     generally accepted accounting principles, and the Independent CPA's
     calculation will be binding upon PBC


PRODUCTION AGREEMENT - 4

<PAGE>

     and PMID for all purposes hereunder. The cost of the services of the
     Independent CPA will be borne by PMID, except that PBC shall pay the cost
     of correcting its material accounting errors if the Independent CPA
     determines that such errors are solely attributable to PBC or third parties
     engaged by PBC, and such cost shall not be included in Costs of Production.

13.  Terms of payment. Sums payable hereunder are due 3 business days after
     PMID's receipt of PBC's calculation of the Costs of Production, except in
     the event of a dispute, in which case payment will be due 3 business days
     after the CPA's final calculation of Costs of Production.

14.  Records & returns. PBC shall maintain such records, keep in force such bond
     or bonds, file such notices and returns, pay such tax obligations, and
     supply such documentation and other information as may be required for the
     proper and lawful production, packing, labeling, and withdrawal of the
     Products hereunder. PMID shall share with PBC such information it may
     maintain related to production, inventory, and sale of the Products as it
     may maintain, to the extent required for efficient performance of PBC's
     obligations under this Agreement. Upon request, PBC shall execute such
     powers of attorney as may be necessary or convenient to permit PMID to
     apply on PBC's behalf for federal and state label approvals of labels for
     the Products bearing the Trademarks, but PBC shall retain primary
     responsibility for compliance with all laws related to label approval of
     the Products produced at its premises.

15.  Packing. PBC shall sterile-bottle the Products that consist of bottled
     beer, place the filled bottles in new cartons, and palletize the cartons,
     and, for the Products that consist of draft beer, place the beer in sterile
     kegs with appropriate closures and bung covers, handling and storing all
     containers in accordance with good manufacturing practices for perishable
     non-pasteurized malt beverages and PMID's specifications consistent
     therewith. PBC warrants it will pack the Products in accordance with
     applicable regulations, using such bottling and keg equipment maintenance
     and settings as are recommended by the manufacturers of such equipment and
     of packaging components, to the extent consistent with good manufacturing
     practices.

16.  Bottling aliases. PBC will maintain each of the Trade Names as a bottling
     name approved in its federal brewer's letter and as an additional business
     name on its state brewing license for so long as is required to carry out
     the purposes hereof and will comply with all laws pertaining to the
     registration and use thereof in connection with licenses and permits for
     the production of beer, but will not otherwise register or treat any of the
     Trademarks or any similar name, mark, or device as its mark, or any of the
     Trade Names or any similar trade name as its trade name. If required by
     federal regulatory authorities, PBC will register the Trade Names with
     state or local agencies as its fictitious names. PBC shall promptly do all
     things necessary to cancel or, at PMID's option transfer to PMID or its
     designee all such registrations, upon termination of the related trademark
     and trade name license herein granted. PBC hereby consents to registration
     of each of the Trademarks as its proprietor's brand and mark, and of the
     Trade Names as such proprietors' trade names, at any time and agrees to
     execute upon request all documents necessary or convenient for that
     purpose.

17.  Insurance. If requested by PMID in writing, PBC shall cause the Products at
     its premises to be covered by PBC's applicable insurance policies to the
     extent of its replacement value, naming PMID as a party with an interest in
     the Products. If PMID elects separately to insure the Products and/or the
     equipment, PBC will cooperate in providing such information as an insurer
     reasonably may require. If PBC determines in its good faith business
     judgment that the insurance policies


PRODUCTION AGREEMENT - 5

<PAGE>

     requested or procured by PMID are inadequate to insure against any risk
     associated with PBC's conduct of business as contemplated herein, PBC shall
     have the right to procure additional insurance policies. As set forth in
     Section 11.7, any insurance premiums paid by PBC in order to comply with
     this Section 17 will be included in Costs of Production.

18.  Sales and administration.

     18.1. PBC shall cooperate fully with PMID in effecting sale and delivery of
          the Products to wholesaler customers to achieve maximum continuity of
          distribution at all times. At PMID's election, PBC shall sell the
          Products to PMID for resale to distributors, sell the Products
          directly to distributors, or adopt such other lawful channels of trade
          as PMID may specify.

     18.2. Sales agent: PMID shall be exclusive sales agent for all PBC's sales
          of the Products. PBC shall do all things necessary to procure such
          licensure of PMID's officers, employees, or agents as may be required
          by law for said agency. PBC shall cooperate with PMID in procurement
          of stationery, business cards, and related items used in acting as
          agent for said business.

     18.3. Order processing: PBC shall accept such orders for the Products as
          PMID may present. PMID shall receive all proceeds of such sales,
          applying them first to any sums then due from PBC. PMID will process
          all documents required for such transactions and promptly provide to
          PBC all records thereof required by law, and PBC shall pay for such
          services according to PMID's schedule of prices in effect at the time
          of delivery. Current comprehensive fees for order processing and sales
          administration are $25.00 per barrel sold. PMID may in good faith and
          on thirty (30) days' notice to PBC modify its fees and services with
          respect to sales and administration to adjust for costs and value in
          its business judgment.

19.  Ownership of the Trademarks. The proprietors identified on Exhibit A will
     at all times be the sole proprietors of the Trademarks, and all use by PBC
     shall be for the sole purpose of labeling and packing of goods to be
     identified by the Trademarks for the benefit of PMID. All accretions to the
     goodwill or consumer acceptance of any the Trademarks will belong
     exclusively to its proprietor, regardless of their cause or source. PBC
     covenants that it will not at any time contest or contribute to the
     contesting of PMID's or other trademark proprietor's absolute ownership of
     any of the Trademarks. Nothing herein shall limit PBC's right to use
     trademarks of third parties under license in connection with its contract
     brewing operations. Notwithstanding any terms of this Section 19 to the
     contrary, PMID's rights and responsibilities with respect to the trademarks
     referenced in that certain License Agreement dated January 7, 1994, as
     amended, will not be modified by this Agreement.

20.  Terms of license to use the Trademarks.

     20.1. Licensed activities: The license herein granted is solely to indicate
          the source of the Products by the Trademarks and to identify the
          business of packing and selling the Products by the Trade Names. No
          right to assign, transfer, encumber, or sublicense is created hereby.
          Subject to the foregoing limitations, PMID hereby licenses PBC to
          affix packaging materials bearing the Trademarks and the Trade Names
          to the Products approved as to quality by PMID for sale under the
          Trademarks and to introduce such beers into commerce in accordance
          with PMID's instructions.


PRODUCTION AGREEMENT - 6

<PAGE>

     20.2. License fee: The within license by PMID of such of the Trademarks as
          it owns is without royalty. With respect to any of the Trademarks for
          which PMID pays a royalty or comparable consideration as licensee, PBC
          shall pay PMID an equal amount. Said license fee represents PBC's
          exclusive cost for such licenses as may be granted herein, and PMID
          remains solely responsible for payment of license fees or royalties
          due to other proprietors of any of the Trademarks.

     20.3. Quality Review: To the extent required to carry out the purposes of
          Section 7 hereof, PBC agrees to submit, at PMID's request, samples of
          packaging materials procured pursuant to Section 8 hereof for approval
          by PMID. PBC agrees to promptly and reasonably respond to all such
          requests for submission by PMID, and PMID agrees to promptly and
          reasonably respond to all such submissions by PBC. PMID may withhold
          approval of packaging materials for the Products for any reason and
          may, in its discretion, provide packaging materials, which PBC agrees
          to use if requested, any additional costs incurred thereby being Costs
          of Production under Section 11 hereof.

     20.4. Standards: PBC agrees to maintain such reasonable manufacturing,
          servicing and quality standards as may from time to time be requested
          by PMID. PBC shall Not associate any of the Trademarks with any
          products, including without limitation packaging, that are not
          approved as to quality by PMID in its sole discretion. PBC will assure
          PMID that packaging materials for the Products manufactured and/or
          sold by it meet or exceed the quality and specifications of the
          samples approved by PMID.

     20.5. Termination: The within license for PBC to use the Trademarks and the
          Trade Names will remain in force until terminated by PMID. PMID may
          terminate this license at any time by giving PBC notice thereof.

21.  Legal compliance.

     21.1. General obligation: The parties will obey all applicable laws in
          carrying out the purposes of this Agreement and cooperate with one
          another in monitoring and assuring compliance therewith.

     21.2. Excise tax returns: PBC shall include the Products in all PBC's
          reports of operations and excise tax returns. All excise tax payments
          made by PBC related to the Products will be included in Costs of
          Production as set forth in Section 11.12. PBC will exercise reasonable
          business efforts to include removals of the Products within the first
          sixty thousand barrels of malt beverages subject to federal excise tax
          removed from PBC's brewery premises during each calendar year.

22.  Arbitration. If any dispute occurs between PBC and PMID relating to this
     Agreement or the other agreements referenced herein, the parties will
     endeavor to resolve the matter equitably, engaging if useful the services
     of a third party who is an expert in microbrewing for the accounts of
     others as an informal arbitrator. If not so settled within a time
     satisfactory to the parties, each having discretion therein, either party
     may submit the dispute to binding arbitration before a single arbitrator in
     Portland, Oregon. If the parties agree on an arbitrator, the arbitration
     will be held before the arbitrator selected by the parties. If the parties
     do not agree on an arbitrator, each party will designate an arbitrator and
     the arbitration will be held before a third arbitrator selected by the
     designated arbitrators. Each arbitrator will be an attorney knowledgeable
     in the area of


PRODUCTION AGREEMENT - 7

<PAGE>

     business law. The arbitration will be conducted in accordance with the
     then-current rules of Arbitration Service of Portland. The resolution of
     any controversy or claim as determined by the arbitrator will be binding on
     the parties. A party may seek from a court an order to compel arbitration,
     or any other interim relief or provisional remedies pending an arbitrator's
     resolution of any controversy or claim. Any such action or proceeding will
     be litigated in courts located in Multnomah County, Oregon. For the
     purposes set forth in this Section 22, each party consents and submits to
     the jurisdiction of any local, state, or federal court located in Multnomah
     County, Oregon.

23.  No duty of performance hereunder will be diminished or suspended because of
     any pending arbitration, and all rights of the parties to legal and
     equitable relief with respect to matters not expressly made subject to
     arbitration hereunder are fully preserved.

24.  General provisions.

     24.1. Integration: This Agreement and the Sublease, Alehouse Sublease,
          Equipment Lease, Staffing Agreement, Management Agreement, and
          Indemnity Agreement constitute the complete agreement between the
          parties with respect to the custom brewing of beer and the
          administration of sales thereof and supersede all prior agreements,
          understandings and representations, oral or written, if any, between
          the parties, the parties expressly agreeing that except with respect
          to warranties and representations expressly set forth herein they rely
          entirely upon their own judgment and are satisfied that they have had
          adequate opportunity to examine and consider all matters pertaining to
          the premises. The captions are for convenience only and are not part
          of this Agreement, nor shall they be used in interpreting the
          Agreement. This Agreement may be modified only by subsequent writing
          signed by both parties.

     24.2. No waiver: Failure in any particular instance to exercise any right
          hereunder or to object to any breach hereof will not constitute waiver
          of any such right or of any remedy or affect the enforceability or
          interpretation of any obligation of a party hereto.

     24.3. Assignment: This Agreement binds and benefits the heirs, successors,
          and assigns of the parties. The parties may assign rights hereunder,
          but no duty hereunder may be delegated without the prior written
          consent of the other party.

     24.4. Notice: Notice hereunder is effective if given by first class mail
          addressed to the party to be notified at its principal place of
          business in the United States with a required copy to legal counsel.

     24.5. Venue and Choice of Law: This Agreement will be governed by the law
          of the State of Oregon applicable to agreements made and entirely
          performed in said state. The parties consent to venue of any action
          brought hereunder in Multnomah County, Oregon.


PRODUCTION AGREEMENT - 8

<PAGE>

PORTLAND BREWING COMPANY                PYRAMID BREWERIES INC.


----------------------------------      ----------------------------------
By: R. Scott MacTarnahan                By: John Lennon
Its: President                          Its: President and
                                             Chief Executive Officer


PRODUCTION AGREEMENT - 9

<PAGE>

                                    EXHIBIT A

                           TRADEMARKS AND TRADE NAMES

TRADEMARKS:

The distinctive graphic elements of such labels and other packaging elements as
PMID may from time to time specify, and the following word marks:

<TABLE>
<CAPTION>
                                                   LICENSE GRANTED PURSUANT TO:
       TRADEMARK                  OWNER              (NAME/DATE OF AGREEMENT)
       ---------         -----------------------   ----------------------------
<S>                      <C>                       <C>
Thomas Kemper            Pyramid Breweries, Inc.
Thomas Kemper Soda Co.   Pyramid Breweries, Inc.
Pyramid                  Pyramid Breweries, Inc.
Pyramid Curve Ball       Pyramid Breweries, Inc.
Snow Cap Ale             Pyramid Breweries, Inc.
Pyramid Ales & Lagers    Pyramid Breweries, Inc.
Pyramid Alehouse         Pyramid Breweries, Inc.
Pyramid Breweries        Pyramid Breweries, Inc.
Mac's                    Pyramid Breweries, Inc.
MacTarnahan's            Pyramid Breweries, Inc.
Portland                 Pyramid Breweries, Inc.
Portland Brewing         Pyramid Breweries, Inc.
</TABLE>

TRADE NAMES:

<TABLE>
<CAPTION>
                                                      RIGHT TO USE GRANTED PURSUANT TO:
        TRADE NAME                   OWNER                 (NAME/DATE OF AGREEMENT)
        ----------          -----------------------   ---------------------------------
<S>                         <C>                       <C>
Pyramid Brewing Co.         Pyramid Breweries, Inc.
Thomas Kemper Brewing Co.   Pyramid Breweries, Inc.
MacTarnahan's Brewing Co.   Pyramid Breweries, Inc.
</TABLE>